MSCC Directors' Compensation Policy Effective Prior to February 22, 2006
This policy outlines the compensation structure for directors of MSCC, effective before February 22, 2006. It specifies annual retainers, meeting fees for board and committee participation, and stock option grants for both existing and new directors. The policy also allows for a discretionary additional stock option grant to the Chairman, as determined by the Board. Compensation varies by role and meeting type, with reduced fees for telephonic meetings. The agreement ensures directors are compensated for their service and participation in company governance.
EXHIBIT 10.111
DIRECTORS’ COMPENSATION POLICY
EFFECTIVE PRIOR TO FEBRUARY 22, 2006
MSCC Board Compensation
| Annual Retainer | |||
| Chair | $ | 40,000 | |
| Director | $ | 20,000 | |
| Board-meeting Fees | |||
| Chair/meeting | $ | 2,700 | |
| Director/meeting | $ | 1,800 | |
| Committee-Meeting Fees | |||
| Audit Committee | |||
| Chair/meeting | $ | 2,400 | |
| Member/meeting | $ | 1,200 | |
| Comp Committee | |||
| Chair/meeting | $ | 1,800 | |
| Member/meeting | $ | 1,200 | |
| Gov and Nom Committee | |||
| Chair/meeting | $ | 1,800 | |
| Member/meeting | $ | 1,200 |
| Telephonic Meetings | 60% of the applicable fee above | |
| Stock Option Grants | ||
| Grants Effective on the Last Business Day of the Fiscal Year: | ||
| Annual Grants to Existing Directors | 12,000 shrs. under vested, 10-year option | |
| Grants Effective on the Day of the Annual Meeting: | ||
| Initial Grants to New Directors | 20,000 shrs. under vested, 10-year option | |
| Additional Grant to Chairman | Discretionary. To be determined by the Board of Directors. | |
